As The Pieces Fall Into Place
by Deliwiel
Summary: A small collection of seemingly unrelated one-shots where Peter faces off with a "villain of the day." By the end of the story though, are all these one-shots really as unrelated as they seem? Or is there something more sinister at work? Rated T for paranoia's sake. If you are interested in the sequel to "The Friend of My Enemy," it might help to read this before reading that.
1. Chapter 1

_**Hello friends! I am back with another story, and I hope you enjoy it! Like I said in the synopsis, this story contains several one-shot chapters, each one being wrapped up by the end of the chapter. I'm not going to say much, but I will say this: If you are interested in reading the sequel to The Friend of My Enemy, you don't necessarily HAVE to read these, but it would probably not be a bad idea...**_

Peter fell through the sky, waiting until the very last moment to sling a web at a cell phone tower, pulling himself back into the sky before he collided with the pavement. Moving one arm over the other as he swung from building to building, he let out a soft sigh of contentment. Nothing helped him feel more free than when he was being Spider-Man, flying through the air on his webs. Suddenly, he heard a cry of alarm from the street below him. Peter glanced down to see what the commotion was and where it was coming from, and after a few moments he finally spotted the source of the yell. A girl was running away from a group of three boys who were chasing her down an alley.

"Here we go," Peter said to himself, changing direction and dropping out of the sky, landing in a beautifully executed crouch between the girl and her pursuers. He straightened up from the crouch he was in, staring at the men in front of him.

"Hey guys," he greeted. The three men stopped in their tracks, staring at him with frustration and confusion.

"Get outta here," one of them growled, advancing on Peter and pulling out a knife.

The high schooler rolled his eyes and sighed. "Really?" he asked in a disappointed tone. His disappointment didn't do anything to stop the advancing attacker though, so before anyone could hardly blink, Peter extended his arm and fired a web. The sticky material found it's mark, and Peter yanked the weapon out of the would-be attacker's hand.

With a smile on his face, Peter listened to the men let out surprised exclamations, sparing a moment to glance behind him; he was glad to see that the girl had exited the alley. While his attention was drawn elsewhere, one of the men decided he was going to take care of the Spider, and he took a swing, trying to land a punch on the back of the hero's head. Peter's spidey senses alerted him that something was coming up behind him, and he somersaulted away from the hit with ease. When he stood back up and turned back around, he noticed that all three attackers looked more than a little perturbed.

"Come on guys, we can take him," one of them said. "There're three of us and only one of him!"

"Look at that, you guys know how to count!" Peter praised, clapping his hands as he hopped up and sat against the side of the wall. "And they say the school system is failing."

The men growled out different threats as they each took turns jumping, trying to reach the hero, but each time they fell just out of reach. Peter chuckled; he could have watched them all day, but he knew it was time to wrap things up. Other people were out on the streets, and they needed help from their friendly, neighborhood Spider-Man just as much as the girl had.

"Listen guys, I'd love to stay and chat, but whaddya say we just all agree that you're gonna leave that poor, nice girl alone," he requested, firing a web at each of the men's feet, making them trip over each other and themselves. As they fell to the ground, each of them let out a cry of surprise and frustration, and try though they did to get away, they were each firmly stuck to the cement. "I appreciate your cooperation!" Peter called out as he climbed up the wall, leaving the three squirming men behind him, yelling insults at the web head as he swung away.

"I've alerted the authorities to their location," Karen chipped in a moment later.

"Thanks, Karen."

The next several minutes consisted of Peter climbing along the walls of different buildings and swinging through the streets, pausing to wave at the crowds below that always gathered when he was around. Suddenly from just a few blocks ahead, he heard a large crash, followed by the sound of car alarms going off. Peter followed the sounds of mayhem, trailing after the line of crushed cars like they were breadcrumbs, and when he turned a corner, he finally found the source of the commotion.

"Doc Ock," Peter muttered to himself as he saw the multiple-armed scientist making his way through the streets, his metal arms helping hold himself above the ground and walk on top of the cars.

Peter had run into Otto Octavius before, and he remembered how strong the man's mechanical arms were. They had almost squeezed the life out of the high schooler, and the only reason he'd gotten away was because there had been a glitch in the chip that the doctor implanted at the base of his brain stem that allowed him to control his extra limbs. Along with that, Peter didn't think that the doc knew just how strong his extra limbs actually were.

Otto Octavius becoming Doc Ock was thanks to a tragic accident in his lab. While using specially-designed robotic limbs as his "lab assistants" that he controlled with a brain-interface chip, the doctor had been working with radiation and different methods of fusing things together. The experiment had gone south though; the machines being used had overheated and exploded. One of the after-effects of the explosion was the permanent bonding of the robotic limbs to Otto's spine.

The doctor had been taken to a hospital to have his injuries treated and to try and see if the limbs could be removed, but before they could try anything, Octavius had woken up. In what almost had seemed like a fugue state, he'd taken the floor of the hospital he was on hostage, yelling about how he needed the funds to get back to work. He was planning on using the patients as leverage, but thankfully before any of the occupants of the floor were injured, Spider-Man had shown up. Unfortunately, Peter made the mistake of underestimating the doctor, and after being thrown around and getting his ribs crushed by the metallic arms, Peter had been thrown against a nearby wall, stunning the teenager. By the time he'd come to his senses, the six-armed man had disappeared.

Peter had the sneaking suspicion that if Ock hadn't known how powerful his robotic limbs were before, he most certainly did now. The scientist was using the limbs to pick up and move obstacles out of his way with little-to-no effort whatsoever. Suddenly, Spider-Man's eyes widened as he realized Octavius wasn't using all of his metal limbs to move objects. One of the arms was carrying someone. The girl was struggling, trying to pry Ock's claws away from her midsection, but Peter knew she wasn't going to have any luck.

Knowing he had to stop Doc Ock before the girl got hurt, Peter chased after the scientist with more vigor than before. As Octavius disappeared around a corner, Peter was only seconds behind him; he swung around the corner as well, positive that he was going to catch up with the scientist before he could get away.

"Hold on, Octav-"

Peter's order was cut off as he was smacked across the alley he'd entered with a long piece of metal. It took Peter a second to realize that what hit him was one of Octavius' metal arms. He was smacked into the wall and left seeing stars, his head ringing. Through the bells clanging in his head, Peter was still able to hear the doctor start speaking to him in a condescending tone.

"Spider-Man," the scientist sneered. "I had a feeling you would show up. Looks like I was right."

Peter pushed himself to his feet, though his head was pounding. "Let the girl go," he ordered, trying to sound authoritative. He looked up at the other captive, realizing she didn't look much older than he was; she was probably no more than a senior in high school.

"I think not," Octavius said, glancing over at his female captive. "Her mother is the reason this happened to me," Octavius said.

"What do you mean?" Peter asked as he shook his head, still trying to clear the spots away from his vision. Shaking his head was a bad idea though; he became dizzy, and immediately stopped the motion, deciding he wasn't doing that again for a while. He tried to move, but his balance wasn't back yet, and he began falling to the side. Something cold and heavy caught him and pinned him against the wall. Peter glanced down and saw another one of Doc Ock's arms wrapping around his middle, and his breathing began getting faster as the limb began constricting. It wasn't tight enough to hinder or stop his breathing yet, but it was uncomfortable.

"Her mother was the one who initially provided the money for my experiments, but when she deemed them 'too frivolous' and 'not worth her investment,' she pulled the plug. I was reduced to using inferior equipment; that was why the machines malfunctioned and exploded, leaving me a hideous beast."

"And why couldn't you have just gone to someone else for money? I'm sure there are other rich people out there who would've funded you. Why try and work with 'inferior equipment' instead of finding someone else to bankroll you?"

Ock opened his mouth to explain himself further, but Peter shook his head. "Wait, wait, wait," he said as the villain began speaking. "I take that question back. I don't want to know."

"You don't?"

Peter shook his head slowly, trying to avoid getting dizzy again while he tried to buy himself a little more time. He fiddled with a few buttons on his web shooters, trying to avoid pulling the doc's attention to his wrists. "If there's one thing I can't stand, it's a villain monologue. They just go on and on and on, and you guys all think you're going to get away with every single thing you say you will, but you don't realize that while you've been monologuing, the hero has found his opportunity to escape."

"You think you will be getting away from me?" Octavius asked with a sneer and a cruel chuckle as his arm lifted Spider-Man off the wall and began increasing the pressure on his midsection.

"Pretty...sure…" Peter panted as the arm continued to squeeze, squeezing the high schooler's torso, forcefully expelling any air inside Spider-Man's lungs. While Doc Ock laughed at his opponent's petty-sounding comeback, Peter seized his opportunity and fired a web, sticking the strand on one of the metal arms that wasn't holding a person, activating the taser web and sending electricity coursing through the sticky material.

Otto grunted in surprise and pain as he felt the shocking sensation run up the metal limb, and reflexively he dropped Peter to the ground. Peter heard a scream from above, and he immediately dove underneath the girl, catching her as she was released as well. Peter set her down on the ground and pointed towards the opening of the alley. "Run," he instructed. Without a word argument or a moment of hesitation, the girl turned and ran away.

"No!" Octavius yelled, trying to rush after the escaping girl. Before the scientist took three steps though, Peter fired a web at the man's back, yanking hard enough to stop Ock's progression. With a growl, Octavius turned around, facing Spider-Man again. "Fine," he said with a huff. "I can always get little Miss Hardy later. Right now I guess I need to take care of you."

Peter scurried out of the way of the flailing limbs as they crashed around the high schooler; Doc Ock was trying his hardest to squash the meddlesome spider, but Peter managed to avoid the attacks. "Hey, Doc," Peter called out from where he was landed, which was right behind the scientist. He leapt out of the way as Octavius turned around, impaling his swinging metal limbs where Peter had been moments before. "You _really_ gotta work on your sense of style. I heard they're gonna start charging bad guys for the amount of pain they cause their victims who are forced to have to look at them longer than two minutes."

Octavius growled and continued trying to skewer Spider-Man, who kept jumping out of the way at the last moment, angering the doctor. "Seriously," Peter continued. "I hear there's a fifty dollar charge for bowlcuts alone!"

"Do you ever stop talking?" Octavius growled as he continued to try and squash Spider-Man.

"No, not really," Peter confessed. He felt one arm coming at him from behind, but when he jumped and twisted out of the way, his senses screamed at him that there was something else coming, but though he tried to avoid it, one of Otto's other arms smacked into the teenager, throwing the young man into the wall once more. Peter grunted as he collided with the brick, but he was soon removed from the wall as the arm snaked around his neck and lifted him into the air, bringing him face-to-face with the mad scientist.

"Okay, okay, your hair is fine!" Peter gasped as he tried to get his fingers underneath the metal, fighting to get the pressure off his trachea, though he knew it was a futile effort. Otto's robotic arms were stronger than him any day, and Peter knew the only way to defeat the Doc was to outsmart him.

He tried firing another taser web at one of the limbs, but Doc Ock simply laughed. He had anticipated the attack and moved his arm out of the way when he saw Peter preparing to fire. "Fool me once, shame on me. Fool me twice…" Otto gibed.

"Shame on you again," Peter choked out. He fired another taser web, this time aiming at the Doc Ock's chest. The electricity coursed through the web, and Ock froze in place, his eyes going wide as he felt the taser's effect. Once again, the arm holding Peter was loosened, and the young man fell to the ground. He tried to land in a crouch, but his coughing fit made it difficult to balance, so instead he landed on his butt.

Knowing he didn't have a moment to waste, Peter began webbing any and every single part of the mad scientist that he could. He stuck the man's feet to the floor, and when two metal limbs came towards him, he lunged out of the way at the last second, firing and sticking the arms together. He knew the amount webbing he'd used on the arms wouldn't hold them for more than a few seconds, so he began jumping around on the wall, trying to get the different arms to jab at him; when they did, he would hop out of the way and let them impale themselves deeply in the wall, where he would then fire a continuous stream of webbing until he was satisfied they would be stuck for at least a few minutes.

He was able to do that to three of the arms, but the fourth one refused to cooperate. It continued to wave around, escaping each webbing attempt that Peter tried; as he glanced around, Spider-Man could see that the other limbs were beginning to break through the webs that he had sticking them to the walls. Thinking fast, he did the only thing he could think of; he ran forward and jumped, kicking his feet right into the scientist's face.

The scientist collapsed to the ground, unconscious. The metal limbs stilled as the man controlling them lost consciousness, and Peter let out a sigh of relief. "Why didn't I do that earlier?" he asked himself exasperatedly. "Sorry," he added to the inert Octavius. Peter heard men yelling as he webbed Ock's hands together. As he stood up and turned around, Spider-Man saluted the men in blue as the cops hurried towards him. "It's all good," he assured them. "He's just knocked out."

The cops didn't say much to the hero, though he was used to it. They didn't quite like the fact that heroes and vigilantes were suddenly getting so much attention; they claimed it was taking away the jobs of the cops who worked hard to get where they were, though that wasn't Peter's intention at all. He merely wanted to work _with_ the cops, which to him meant stopping crime when he saw it, and leaving the cops to do the arrest.

"Catch you guys later," Peter said as he took off, webbing a nearby building and pulling himself into the air. As he exited the alley, he looked down and saw the girl he'd rescued standing next to a blonde woman who looked quite similar to the girl, and Peter assumed that it was the her mother. He dropped down next to them.

"Hey," he greeted. "You doin' okay?" he asked, looking at the young woman. She nodded and wiped a tear away from her cheek.

"Yeah," she replied. "Yeah, I'm good. Thanks to you," she added, blushing slightly.

"Nah, wasn't anything," Peter said, waving his hand nonchalantly. "All in a day's work, Miss…"

"Felicia," the girl introduced with a small smile. "Felicia Hardy."

"It's nice to meet you, officially," Peter replied.

"Thank you for saving my daughter, Spider-Man," the older woman replied, holding her daughter closer to her chest. Felicia's mother had a stern looking face, and her blonde hair was pulled back into a tight bun, adding to the 'don't mess with me' look she had going on.

"I was just doing what any decent person would have done, ma'am," Peter said.

"Well, I appreciate it. Please, let us know if there's anything that we can ever do for you."

"I will. You two have a good day now," he said as he leapt towards a building. "Try to avoid any more mad scientists if you can help it," he called back to them jokingly.

After a few minutes of swinging through the city, a cry for help sounded from below him, and Peter sighed. "Welcome to the city that never sleeps," he muttered, diving down towards the sound of the new commotion.

 _0-0-0_

"You sure he'll be secure here?" the mayor asked as she stared in at Otto Octavius. The man had been placed on a bench in the center of a large room in the prison, and each of his robotic arms had been stretched out to their fullest extent before being bolted into the wall.

"Trust me," the warden said as he led the mayor away. "He's not going anywhere."

Otto Octavius sat in his cell, seething as the jailor and mayor walked away. As soon as he could, he was going to get out of his cell, and he was going to make Spider-Man wish he'd never interfered.

 _ **So there is the first villain down. What did you guys think?**_


	2. Chapter 2

_**Translations are at the bottom, all translations come from Google Translate, so I have no control over what the internet spews out. If it's wrong, let me know and I'll change it.**_

 _ **I don't own Spider-Man or any Marvel characters that might appear in these stories... (Meaning there might be crossovers)**_

"Okay, Mr. Parker," the bank associate, Jonathan, said with a smile as he slid Peter a small, plastic card across the desk. "Your checking account is officially open. This is a temporary debit card; your permanent one will come in the mail in a few weeks."

"Thanks," Peter said with a smile as he accepted the piece of plastic.

"Look at you," May said proudly as she ruffled Peter's hair, then shook hands with Jonathan as he stood up from behind his desk. "You're becoming such a man. I bet the girls are all over you," she added with a wink.

"What girls?" Peter asked jokingly, rolling his eyes. May lightly smacked her nephew's shoulder, but before she could respond with anything else, the floor shook, and there was a loud crash from the front of the bank; everyone inside began screaming and crying, but over the din, a loud, authoritative voice could be heard yelling out instructions, telling everyone to get on the ground.

"What the-?" Jonathan asked quietly in confusion. He snuck over to the edge of his cubicle and peered around the corner, trying to see what the ruckus was. "What on earth is that?!" he asked incredulously. His curiosity piqued, Peter followed Jonathan's lead, sticking his head around the corner as well, despite May's attempts to keep him back by her. When he saw what was causing the commotion, Peter's eyes widened.

"Are you seeing this?" Jonathan asked quietly as the two of them watched what was happening out front.

"Seeing...still working on believing," Peter replied in hushed tones.

A large, mechanical rhino was standing at the front of the bank, pointing a gun at the tellers behind the counter. Seeing all the people in danger made Peter itch, wanting to grab his backpack from where he'd left it on the chair and slip into his Spider-Man suit. He knew that there were too many people around though; there was too much risk of exposure.

"I said put money in bag!" the mechanical rhino yelled at the teller, making her quake and cower as the gun was shoved more forcefully into her face. Peter realized there was someone inside the rhino suit, and whoever it was had what sounded like a Russian accent. "Do not make me tell you again," the Rhino threatened. Finally, the bag was filled and handed over. The mechanical beast snatched the bag away from the teller, then motioned to the safe door behind the counter. "Open that," he ordered. As Peter watched the proceedings, he wondered what on earth the Russian had done to end up with such an...interesting piece of equipment.

The teller was shaking like a leaf as she explained that she couldn't open the safe, that it was on a time lock. The Rhino growled and began pacing, and Peter backed up, trying to think. He was torn between risking being seen as Spider-Man, or saving everyone in the bank, but before he could come up with a decision, he noticed something out of the corner of his eye. He hadn't realized that Jonathan hadn't backed up with him, and the man had pulled out his cell phone, probably trying to dial 911. The Rhino seemed to catch the movement as well, because he whirled around and stared straight at Jonathan.

"Get out here!" he bellowed, marching over to the cubicle. The floor shook as the man made his way over, and Peter looked around, finally locking eyes with May.

"Go," she mouthed, glancing pointedly at the young man's backpack, which was still slung over the back of the chair. Peter still felt torn; he knew he needed to stop the Rhino before someone got hurt, but he didn't want to leave May's side. It only took a second though, for her insistent stare to change Peter's mind, and he finally nodded. While Jonathan's back was still turned, Peter rolled over to the chair he'd been sitting in mere moments before and grabbed his backpack. He was about to dive behind the desk, but before he could, the entire cubicle was lifted off the ground, revealing the Rhino standing there. Since the machine had had its back facing them almost the entire time it had been inside, Peter hadn't realized that the armor had a clear faceplate, so everyone could see exactly who was inside.

The man's face was almost square-shaped, and his beady black eyes were about as rectangle-shaped as eyes could get. The eyes were hidden under bushy eyebrows, and his large forehead was covered by a mop of sandy blond hair.

"Thought you could hide, did you?" the Rhino sneered at the three of them, grabbing May by the arm and hauling her into the air, her feet kicking as she was lifted up.

"No!" Peter yelled, abandoning his backpack as he lunged forward, trying to grab his aunt to pull her back to relative safety.

"Peter, wait!" May yelled, but her cry of warning came too late. The Rhino growled and swatted Peter away like the kid weighed nothing, sending the teenager crashing into and tumbling over the desk before falling to the ground. Dazed, Peter started to get up again, but a mechanical hand suddenly appeared and grasped his bicep, lifting him up into the air until he was eye-level with the mechanical beast.

The man inside the suit gave Peter a cold smile, and when he did, he revealed startlingly white teeth; one of the only thoughts going through Peter's head, besides trying to figure out how to get him and May out of this mess, was that the rest of the man's physical appearance didn't support his pearly whites at all.

"You trying to be hero?" the Rhino asked condescendingly. As his arm started throbbing from the amount of pressure the Rhino was grasping his arm with, Peter tried prying the fingers away from his bicep; it was impossible to do that without revealing how strong he actually was though, so after a few moments of trying, he resigned himself to dangling rather uncomfortably while the Russian bank robber laughed. Peter looked over at his aunt, who was still clutched in the man's other mechanical fist, and he gave her an apologetic look. She shook her head at him, letting him know that she wasn't upset at him for not being able to get his suit on.

"You," the Rhino snapped, motioning with the hand holding Peter at the same teller that he threatened before. "How long till time lock is disabled?"

"I-I-I don't know," she stammered. "But ev-even if you were to bypass the time-lock, th-there are still codes that you n-need to get in, and none of us kn-know the codes," she explained, trying to keep a steady composure. The Rhino growled, and looked like he was going to insist that she do something, but sirens began wailing outside. Everyone looked out the window, and they saw that the whole building was surrounded by cop cars; each cop that was outside had their guns out and aimed at the building.

"Fine," Rhino spat. "What I have will do."

He looked between May and Peter for a moment before dropping May to the ground, reaching with his now-free hand and grabbing the bag full of money from the tills that he'd taken earlier. Peter continued to struggle in the mechanical grasp, but it wasn't doing him any good. The high schooler could hear his aunt's frantic cries as she yelled his name, and Peter renewed his struggles to get free, putting a bit more force behind his grip as he tried prying the fingers open. The Rhino laughed as he felt the attempts to loosen his hold on the teen, and he simply tightened his grip. "You are not going anywhere," he assured Peter with a cruel smile. "You are my ticket out of here."

With that, the Rhino turned and burst through the glass doors of the bank, startling the cops outside. Peter felt the shards of glass cut through his clothing and slice his skin, and almost immediately he felt several cuts along his cheeks begin to slowly bleed.

"Hold your fire!" all the cops began yelling as they saw the Rhino carrying a passenger. "Hold your fire!"

"Yes," Rhino chuckled as he saw the torn policemen. "You cannot shoot at me me without hurting little _rebenok_." He began walking down the street, whistling a small diddy in celebration of getting away from the cops without a hitch.

Peter made up his mind that as soon as they got out of view of the cops, he was going to go full-on Spider mode. He knew that even though Rhino had already seen his face and would know the secret identity of Spider-Man, it was probably the only way he was getting out of the Russian's grasp alive.

He ended up not having to fight back, though. Before the robber and his hostage had even gotten out of sight of the cops, Peter felt the hair on the back of his neck raise, and he turned his head just in time to see a large projectile smack the Rhino in the back of his mechanical head. As the Russian stumbled forward, his hand opened up, releasing Peter and allowing the kid to drop to the ground.

The high schooler landed in a crouch, but when he realized people were more than likely watching, he let himself fall on his butt to make it seem more believable. Peter pushed himself to his feet, massaging his arm as it pulsed and throbbed painfully. He looked at Rhino and wasn't surprised to see the machine taking off down the road, the ground shaking with each step he took.

The high schooler looked around and spotted an alleyway just a block or so down the road, and he thought about running to it and changing into his Spider-Man suit, but he stopped for two reasons. One, he remembered that his suit was in his backpack, which was still in the bank, and two, he suddenly heard May yelling his name. Her tone of voice clearly conveyed that she was panicking, so Peter turned back towards the bank and saw all the hostages running out of the shattered doors; there in the front of the crowd was his aunt, clutching his backpack. She spotted him and immediately ran forward, pushing past others and ducking cops as they tried to contain the situation.

Peter moved forward to meet his aunt halfway, and he let out a surprised "oomf" when she collided with him, wrapping her arms around him so tightly he almost felt like he was back in the grip of the Rhino.

"Are you okay?" she asked as she held him, her hands searching his body as she felt for injuries. He winced as her fingers brushed over the cuts he had from the doors, but he knew those were superficial; they weren't anything that his super-healing wouldn't take care of in a few hours.

"I'm fine, May," Peter assured her. While he was glad to be safe with his aunt, he couldn't shake a sort of dark feeling he had. He knew that the cops would never have taken a shot like that with a civilian in the line of fire, so he began looking for whoever would, or could have made it. Thanks to the trajectory and the angle that the projectile had collided with the Rhino, Peter figured the shot had come from up high, on the rooftops, so that's where he focused his attention. Finally, on the roof of one of the buildings across the street from the bank, he spotted someone in a long dark coat staring down at the scene. Peter squinted, and he was able to make out some sort of white symbol painted on the stranger's black shirt, but before he could figure out what it was, his attention was pulled back to his aunt.

She pulled out of the hug and stared at him. "What _was_ that?" she asked, clearly wondering if it was someone her nephew had run into in the past. Peter shook his head as he stared off where the Rhino had disappeared to.

"I have no idea," he said. "But I'm willing to bet that he's not done yet."

 _0-0-0_

The sun was just beginning to set, and Peter glanced down at his watch. He still had a few hours before he needed to be home, so he paused in his swinging, taking a few minutes to sit on a fire escape, listening to the busy sounds of the city below.

As he was sitting there, thinking about nothing in particular, a loud crash suddenly sounded from somewhere down below, followed by an alarm and several people screaming.

"That's my cue," Peter muttered to himself as he stood up. He webbed a nearby building and began swinging his way over to the source of the commotion. When he reached an alleyway near the ruckus, he dropped from the sky and landed on the ground. Another scream sounded closeby, and Peter looked towards the mouth of the alleyway, which was when he realized that he was right across the street from a jewelry store; his eyes widened slightly when he saw the Rhino standing at the front of the shop, filling a bag full of different pieces of jewelry. Peter was about to move in, but as he made his way towards the street, a shadow suddenly blocked the entrance of the alleyway. Peter walked forward, tapping the stranger on the shoulder, planning to brush past whoever it was.

"'Scuze me," he said. He happened to take a better look at the man, and when he did, he had to do a double take. The long black trench coat, the white symbol splashed on the chest; all of it looked like the man who had saved Peter from the Rhino's clutches earlier.

"You?" Peter asked, not entirely sure what to say. He wasn't positive it was the same guy, but he also couldn't think of many people that would wear a long black trench coat, and the white skull painted on his shirt matched with the white symbol Peter had seen earlier. As he was looking at the man, Peter suddenly had flashbacks to a few months prior, when there had been a massive news story coming from another city in New York, about a vigilante that dressed in a similar fashion and had been dubbed "The Punisher." He was supposed to be dead at the bottom of a river, but apparently the rumors of his death had been greatly exaggerated. "You're...you're the Punisher, right? Frank Castle?" He wasn't sure how to react; from the stories, this man was dangerous, and wasn't afraid to kill people.

"Have we met?" Castle asked, raising an eyebrow.

"Uh, no. I just, uh, remember seeing something about you on the news," Peter stammered. The man looked at him skeptically, but their attention was soon grabbed by the Rhino breaking through the side of the jewelry store, bits of brick and glass flying everywhere. Peter immediately put the Punisher out of his mind as he jumped forward and landed on top of one of the police cars, standing right in front of the mechanical beast.

Rhino pulled up short when he saw the arachnid hero, and his eyes narrowed in annoyance. "Spider-Man!" he growled.

"What? Where?!" Peter asked as he looked all around him, pretending like he was looking around for the hero like some sort of over-excited fangirl. The Rhino grabbed a street lamp and ripped it from the ground, causing the bulb to flicker out instantly as the Russian took a swing at the nimble arachnid. Peter backflipped off the car he was on, dodging the lamp with ease.

" _I gotta get him away from the people,"_ Peter thought to himself as he looked at the occupants of the jewelry store, who had all spilled out onto the street to watch the fight. "Hey," the high schooler called out to the Rhino, grabbing the beast's attention. "Yeah I'm talkin' to you. Hey, I got a question. I can't tell...was the suit supposed to make you better, or was it specifically designed to make you worse looking than you already were?" he goaded.

With a literal roar, the Rhino charged forward, using his horn to scoop a couple of cars out of the way. People began screaming as the cars fell towards them, and Peter's eyes widened. He quickly webbed the cars and pulled backwards, jumping into a horizontal twist in order to avoid being crushed by the vehicles hurtling his way. He heard the vehicles crash somewhere behind him, and he let out a sigh of relief as he watched the people begin running away. That sigh soon turned to an "oof" of pain as the Rhino collided with him from the side, tossing the teenager like he was a rag doll. Peter crashed into the windshield of a parked car behind him, and he groaned as he rubbed the back of his neck. He couldn't take much time to recuperate though, as his senses told him he needed to get out of the way quickly.

He rolled off the car right before Rhino's fist descended, pulverizing the windshield where Spider-Man's head had been lying mere seconds before. "Hey!" Peter yelped. "You could seriously hurt someone doing that."

"That is point," seethed the Rhino, charging at the arachnid hero again. To avoid being skewered by the Rhino's horn, Peter backflipped out of the way again, settling himself about halfway up a wall. "Come down and fight like man," bellowed the mechanical beast-man below, clearly frustrated that he was having such a hard time with such a small hero.

"I'm good, I think I'm gonna stay up here for now," Peter replied. "Thanks for the invite, though!"

Even more enraged by the spider's unwillingness to cooperate, the Rhino huffed. "Fine. If Spider won't come down from wall, wall will simply have to come down."

He ran full speed at the wall Spider-Man was clinging to, crashing into it and causing the structure to begin collapsing. Peter wobbled and let out a startled yelp, hopping off the wall at the last second, barely avoiding being crushed by the ton of bricks falling down. While he was mid-air, he felt his spidey senses go off, but he wasn't able to do anything except watch as the Rhino once again swung the street lamp at him again, catching him squarely in the stomach that time.

All the air left Peter's body in one quick "Oompf," and he collided with another wall before falling to the ground facefirst. He groaned softly, but immediately began to push himself to his feet, wincing when he felt his ribs yelling at him in pain. Before he could straighten up completely though, he felt thick, metal fingers grab him by the scruff of his neck, which he honestly didn't think was possible due to the width of the suit's fingers.

As he was once again lifted to an eye-level height with the Rhino, Peter felt like he was back at the bank, though thankfully this time he had his mask on and didn't have to try and hide his super-strength. When he was eye-to-eye with the crazy Russian man inside the suit, he quickly used his webs to block the field of vision on the visor. He heard the man inside mutter some words in Russian that Peter was pretty sure were not very nice.

"You kiss your mother with that mouth?" Peter asked, sounding shocked. While the driver of the machine was distracted, Peter reached up and behind himself, grabbing hold of the metal fingers holding onto his suit and prying them open, letting himself drop to the ground. When his feet touched down, Peter (who was still holding onto the fingers of the Rhino machine) twisted the metal arm up and around, flipping the large machine over until it crashed down to the ground.

Peter knew that wasn't enough to keep the beast down for long, so he immediately fired his taser webs, sending electricity coursing through the metal suit. The voltage wasn't strong enough to kill or even seriously harm the Russian; it was merely enough to incapacitate him long enough for the cops to show up. Spider-Man could hear groaning coming from inside the suit, and when he was sure the Rhino would be down at least long enough to get him out of the suit and into the approaching cop cars, he ceased the tasering.

The high schooler moved forward to open up the Rhino costume, but his spidey senses went off, and he jumped out of the way just before something exploded on the ground next to the Rhino, sending the mechanical beast soaring through the air again. The Russian crashed back to the ground, but the teenager wasn't paying attention to the Rhino at the moment. He was more concerned with what, or who, had fired at the downed man. Peter turned around, his eyes widening as he spotted the Punisher walking forward.

"Who carries a _rocket launcher_ with them?" Peter asked in shock as the man approached.

"Someone who does what's necessary to get rid of dirtbags like this guy," Castle answered as he passed Spider-Man. Peter realized what the man was going to do, and he lunged forward.

"Wait, stop," the high schooler said, grabbing Castle's arm and pulling as he tried to stop the Punisher. "I've got this covered. Everything's under control."

"Yeah?" Castle asked. "And where were you when that kid was attacked and held hostage in a bank by this same lunatic?"

"I was...I was coming," Peter shot back, unsure of how to defend himself in that situation. Castle scoffed and turned back towards the fallen Rhino machine. "No!" Peter yelled, jumping in front of Castle, though his body was begging him to move slowly. "I'm not going to let you kill him," he stated firmly.

Castle sighed in frustration. "Listen. When I'm through with him, he won't be able to hurt anybody anymore. Why can't you guys understand that?" he griped at the young man, moving to brush past the hero. Peter grabbed the arm that tried to push him aside, twisting it in a move that he'd learned during his training with Tony. Castle grunted at the strength of the hero, dropping to one knee as his arm was twisted to the side and then pulled slightly behind his back.

"I'm not going to let you kill him," Peter repeated emphatically. He let go of the man's hand, but before the Punisher could make a move to retaliate, Peter webbed both of Castle's hands to the ground, then stuck his feet together for extra measure. "Someone needs to teach you some manners," he shot at the older man as he walked over to the Rhino costume; sirens were wailing in the distance, getting closer and closer, and Peter let out a sigh of relief. When he reached the metal suit, Peter hopped on the chest and sat in a crouch, staring right into the visor at the square face of the Russian.

"Hey," Peter called out, knocking on the metal rhino head. "You good in there?"

"Ugh," the man inside the suit groaned, opening up the mask and leaning over, emptying his stomach onto the pavement. "I don't feel so good."

Peter leaped away in disgust when the man began retching, though as soon as he was done, the hero hurried back and webbed the Russian's chest, pulling him out of the suit. "If it helps, you look pretty crappy too," he stated. Rhino growled and tried swiping a fist at the spider, but Peter easily ducked the punch. "Now, now," he said with a tsk as he hopped off the Rhino machine and marched the man away from his large and over-the-top machine. "You'll have plenty of time to hone those skills in prison. I hear they offer a great boxing program. Not that I actually think you need any strength training," he added as he observed the man's bulging muscles.

Peter handed the Rhino over to the cops, and they immediately slapped the biggest pair of cuffs they could find on the Russian.

"This is… not over, Spider-Man," the Rhino panted as he was led to a large van that had been brought. "We will meet again...and next time, you won't be so lucky."

"Why does everyone call it luck?" Peter asked in an exasperated voice. "Do people really not think that I have skills?" He rolled his eyes. "And also, really?" he added in disappointment. "Mr. Stark was right; all you bad guys say the most cliche bad-guy lines."

The van's doors were slammed shut, as the cops got into the front seat and began driving away. Spider-Man climbed up the side of a building a short ways, watching the van drive away with Rhino in the back. Even though he couldn't see the large man, Peter could still feel the hate-filled gaze of the Rhino, and it sent a small shiver through the hero. "Have fun wherever they drop you," Peter muttered, giving a little wave as the car turned a corner and vanished out of sight.

When the van finally disappeared, Peter turned back to where he'd stuck the Punisher, only to be met with empty webs. Somehow, the man had managed to cut through his webs and free himself. The teenager held out his hands to his side in a sign of helplessness, and he sighed. While he knew that he would have to at least try and find the Punisher, he had the feeling that if Frank Castle didn't want to be found, Peter didn't have much chance at finding him.

"One day at a time," Peter reminded himself, climbing up the rest of the wall, glancing down and around every now and then to see if he could find the vigilante. "One day at a time."

 _0-0-0_

 _rebenok=child_

 ** _Okay, so what are your thoughts? Like it? Love it? Hate it? Should I stop posting it? Print it out and burn it? ;) Seriously though. Please let me know what you think._**


	3. Chapter 3

_**Okay, it's either this chapter or the next that is the longest, so hopefully you guys enjoy it!**_

 _ **Also, to those of you who do read this, thank you very much :)**_

 _ **I don't own Spider-Man or any Marvel Characters.**_

Peter, Michelle, and Ned walked out of the school together, having spent the last forty-five minutes finishing a group project for history, but Ned spotted his mother's car waiting for him in the parking lot, and after bidding farewell to his friends, he hurried off to greet his family. Peter knew Michelle didn't have a ride home from school, and though he was itching to get into his Spider-Man suit, he continued walking with his friend.

Suddenly Michelle's phone buzzed, interrupting hers and Peter's thrilling argument about their group project. She unlocked her phone and stared at the screen, blanching as she read the text.

"Oh crap," she muttered, pulling to a stop as she read the words again. Peter backpedaled to his friend, almost tripping at his sudden change in direction. He gave her an inquisitive look, wondering what had been in the text that caused her to stop.

"What's wrong?"

"It's nothing," she replied almost distractedly, waved him off. He continued staring at her though, and she finally rolled her eyes. "My dad's got this fancy… cop party thing tonight that he wants me to go to," she explained, rolling her eyes.

"Oh…" Usually Peter would wonder why that would cause someone to have the type of reaction Michelle had just had, but knowing Michelle, he understood perfectly.

"Yeah, I don't really want to go, but y'know...I can't really say no to my dad."

"He's the captain of the police force, right?" Peter asked as they stood there.

"Yeah," she responded with a small smirk. "Him, I can say no to. It's only when he pulls the 'dad card' that I just can't say no."

"Does he pull the dad card more than the job card?"

"Nah. He doesn't usually _make_ me go to these things, but apparently tonight he wants me to be there," she said with a shrug. She looked over at Peter, biting her lip slightly as she studied him; the length of time she stared made him feel slightly uncomfortable, but he didn't say anything. "Do you wanna come?" she finally asked. Peter's eyes widened as he stared at Michelle, not sure if he'd heard her correctly. "You don't have to," she added quickly with another shrug. "Just thought maybe you'd like to get out of your house a little more than you actually do," she teased.

"I get out of my house," Peter replied indignantly.

"Yeah, to go to school," Michelle quipped. "And I guess you went to Liz's party, and homecoming, but come on," she continued. "Other than that, you've basically been AWOL." Peter couldn't really argue with her; most of the time he got out of the house was as Spider-Man, and he wasn't about to tell Michele that. "It's cool though, you don't have to come," she said again. "Just thought I'd offer."

"I mean...I don't have anything to wear," Peter tried protesting, though it was a weak argument. He did have the suit he wore to homecoming, but there was another suit he was more anxious to get into, and a police gala just didn't sound as fun as being Spider-Man.

"No, it's fine," Michelle said, turning around and walking down the other way. "I gotta go though."

Peter watched her walk away for about a minute, part of him partially relieved, because now he could go be Spider-Man. Then for some reason, his feet suddenly propelled him forward, and he ran to catch up with her. "Wait, MJ," he called out. She turned around to face him, and as he pulled to a stop next to her, he shrugged. "I do have one suit I could wear."

She didn't necessarily look excited, but Peter did see her eyes brighten slightly. "Yeah? Cool. It starts at 7:30, at the museum downtown."

"Okay, I'll see you there," Peter said. Michelle held up a peace sign as she once again turned and walked down the street, leaving Peter behind. As he watched her, Peter actually felt a small sense of...something run through him. He couldn't quite name it, but he was happy. He was still able to do some Spider-Man patrolling before the event, and May would be thrilled to hear about his plans for the night.

 _0-0-0_

"Officer Jones," Michelle said in a mock serious tone as she and Peter walked up to the man Peter could only assume was her father. The man had his back to them, staring at some of the art pieces on the wall. When he didn't turn around, Michelle quirked her eyebrow. "Hey, um…hello?" She tapped him on his shoulder and he whirled around, making his daughter jump back slightly.

"What?" he asked in a slightly snappish tone.

"Dad, chill," Michelle said, glancing sideways at Peter, who was watching the exchange with a curious expression. Suddenly the man's stern gaze softened, though it was almost comical how fast he went from looking annoyed to being a doting father.

"Oh hey, honey," he said, wrapping her up in a big hug. Michelle's arms were stiff at her side, and she looked extremely confused as her dad finished hugging her. He straightened back up and put his hand on her shoulder, looking over at Peter. "Who's your friend?"

"Dad...this is Peter?" Michelle was sounding and looking more confused by the second. "I told you he was coming…"

"Ooooh right, right, right," Captain Jones said, holding out his hand for Peter to shake. "Nice to meet ya, Pete."

"Nice to meet you too, sir," Peter replied, giving Michelle a confused smile when her dad wasn't looking. Peter didn't know a lot about Michelle, but for some reason he just couldn't picture this guy as her dad. Apparently, she was having as hard a time wrapping her head around it as well. "Listen, hon, I've gotta go...make sure everyone's doing okay. I'll see you later," he said, planting a kiss on the top of her head. Michelle's mouth dropped open slightly as her dad walked away, and she turned to Peter with a confused expression.

"I...I think my dad may be...drunk?" she said, not sounding like she believed herself. "That was weird…"

"Seems like a nice enough guy," Peter said with a shrug.

"Yeah…" Michelle stared after her dad, her eyes narrowed in suspicion.

 _0-0-0_

After being at the event for a little less than twenty minutes, with Michelle trying to convince Peter that they should try and sneak some champagne, the lights suddenly flickered out. Everyone immediately stopped talking and looked up, wondering what had caused the power outage. Peter got a sinking feeling in his gut that something wasn't quite right, and when the alarms began blaring a minute later, his suspicion was confirmed. Peter began to move away from Michelle, his Spider-Man instincts taking over as he became intent on finding out what was causing the commotion, but his classmate grabbed his suit sleeve as she looked around them.

It wasn't a fearful grip, but Peter still felt like he'd be a terrible friend if he left her. "What's going on?" Michelle asked loudly over the blaring alarm.

"Dunno," Peter called back.

Suddenly, the lights were flipped back on, though the alarm was still blaring, and everyone looked around in confusion; it took people a few moments to realize it, but suddenly everyone began pointing towards a large display case that had been shattered. Whatever had been inside was missing.

Peter heard the sound of glass shattering, and he looked over to see a man in a tux, who had just dropped a champagne flute. The man wasn't wearing a cop uniform, so Peter assumed he was the curator of the museum, and was more than likely having a mini-aneurysm as he realized what had happened. Suddenly, all the cops in the room began shouting and running for a side door, and when Peter looked over, he saw a familiar-looking figure slipping through the door.

"Dad?" Michelle asked in confusion. She'd obviously recognized the man as well; she and Peter shared a brief look before running for the door, following closely behind the cops.

The cops burst through the door mere seconds after Michelle's father, and Peter and Michelle were right behind them. Captain Jones turned with a snarl on his face, clearly unhappy with the crowd gathered behind him. He reached into his pocket and pulled out a couple small round devices, and as he threw them at the ground, Peter's senses began going crazy.

"Get down!" he called out, turning and throwing himself and Michelle against a nearby wall, where he sheltered her with his body. Several small explosions behind them pushed both of the teenagers further into the wall, and while Peter did get hit with some flying debris, it wasn't enough to hurt him terribly.

Once his spider senses stopped yelling at him, which was only a few seconds after the explosions finished, he pushed himself off Michelle. She gave him a slightly confused look before moving past him to try and see if she could locate her dad.

"What...what is he doing?" she asked, obviously not wanting to believe what her eyes were telling her was happening.

"We have his car!" a voice shouted from a short distance away. Peter and Michelle immediately took off in the direction the voice had come from. As they approached, they heard confused voices asking what was going on, and briefly through the group of cops, Peter saw them standing around the open trunk of Captain Jones' car.

Michelle pushed her way through, ignoring the commands of the cops to stay back, and Peter stuck close behind her. When they finally got past the solid wall of cops, they both stopped and stared in confusion.

The trunk of the police cruiser was open, and inside the trunk, Michelle's father was bound hand and foot with a gag in his mouth. His eyes were closed, and it was clear to everyone that the police captain was unconscious.

"Dad," Michelle said, a little bit of worry slipping through her calm facade as she rushed forward, watching as her father was lifted out of the trunk of his cruiser. Peter watched the proceedings with extreme confusion. While he didn't think Michelle's father would actually steal something from the museum, or anywhere for that matter, he had seen the man with his own eyes. Now though, those same eyes were telling him a different story, and he didn't know which to believe.

"We need to get him to a hospital and get him checked out," one of the cops called out.

"EMTs are two minutes out," replied someone else. Michelle's face took on a relieved expression, but it soon turned to anger as she saw a cop pull out his handcuffs. She immediately began protesting.

"Woah, woah, woah," she said, stepping in front of her father and holding out her hands. "There's obviously been some sort of mistake. You can't arrest him!"

"I'm sorry," the cop said, sounding sincere. "Until we can get this figured out, it's protocol."

"Screw protocol, you can't arrest him!" Michelle said heatedly. Peter had seen his friend get frustrated over things, but as he watched her, she almost seemed flustered, which was something he'd never seen in the young woman before.

"Miss, step back, or I'll have to arrest you too," the cop threatened. Peter gently tugged Michelle back, though he knew it was a dangerous thing to do. She could pack a mean punch when she was angry, and right now she was the most worked up Peter had ever seen her.

"Michelle," Peter said, trying to get his friend's attention. "Look, Michelle, they'll figure this out. Promise."

" _Especially if Spider-Man gets involved,"_ Peter added to himself. There was no way that he was going to let Michelle's father go to prison for something he didn't do, and-

"Look!" one of the cops yelled, pointing and drawing everyone's attention to a man across the street. The man being pointed out was Michelle's father, the one who had been inside the museum. Before everyone's eyes, his form changed into someone completely different, clothes and all, and he melted into the crowd. Cops shouted in confusion, and half a dozen of them ran towards where the man had been, trying to catch him, while a few of them stayed behind with their unconscious captain. Michelle turned to the cop with the cuffs in his hands again.

"Still gonna arrest my dad because of _protocol_?" she asked, pinning him with a hard glare. Peter watched as the cop slipped his cuffs back into their pouch just as an ambulance appeared a few blocks away. Michelle looked at Peter, then back to her dad, who was having the tape getting cut off his wrists. She looked back at her friend.

"Peter, look, I uh,-"

"Hey, it's cool," Peter interrupted his friend. "Do you need me to do anything?"

"I don't know," Michelle admitted, still obviously distracted as the paramedics pulled up and hopped out of the vehicle, getting her father settled on a gurney. "I just...I have to go."

"Yeah, go," Peter encouraged. "I'll see you at school on Monday," he added. "And hey, MJ," he called out before she disappeared in the back of the ambulance. She glanced back at him. "Everything's gonna be fine," he said. "Let me know if you need me to do anything," he added.

"Thanks Peter," Michelle responded, shooting her friend a grateful look before the ambulance doors closed. Once he was sure no one was paying any attention to him, Peter immediately turned and made his way through the crowd of cops, loosening his tie slightly. He had to push through the crowd of cops again, but when the high schooler finally broke free of the line of cops, he made his way briskly through the streets. He looked back once more to make sure no one was watching him before he took off in a run. He had a bit of investigating to do.

 _0-0-0_

After a few hours of swinging around the streets, looking for anything out of the ordinary that would help him find whoever had impersonated Michelle's dad, Spider-Man landed on a rooftop and perched on the corner, frustrated with how the night had gone. He hadn't been able to find _anything_ , though he wasn't actually all that surprised. He'd watched with his own eyes as a man changed his appearance from one person to someone else, and with an ability like that, Peter knew it was going to take more than his own investigating skills to find the thief.

There was one more stop he needed to make, but he'd wanted to save it till the end of the night so that there would hopefully be less people around. He stood up from his crouched position and swung off the rooftop he was on, making his way towards the hospital.

He'd texted her earlier, and she had said that her dad was just staying overnight for observation, so he knew Captain Jones would be there. As he was travelling, he couldn't help but wonder if Michelle was going to be staying overnight with her dad, though he couldn't imagine her doing anything else. When he reached the hospital, he clung to the side, away from any windows, and activated his AI. "Hey Karen?"

"Yes, Peter?"

"Could you access the hospital records and see what room Captain Jones is in?"

"Are you asking me to hack into a secure hospital server, breaking several laws in the process, including doctor-patient confidentiality, just to find a room?"

Peter's eyes widened as the AI responded. "...yes?" he said, not sure if she was programmed to _not_ break laws.

"Give me a few moments," came her smooth reply. Peter let out huffing chuckle at her response. She was more like her creator than Peter realized. He waited, somewhat impatiently, for his AI to complete her hack, and she finally came back online. "He is in room 1302; it's by the Northeastern corner of the hospital," she explained, outlining the room on Peter's display.

He made his way over, climbing across the walls and swinging until he reached the room. When he peered inside, he saw that Michelle was indeed still in the room with her father, but she was fast asleep in a chair, her head down on the table. Captain Jones was sitting in his bed as well, but Peter jumped slightly when he realized the officer wasn't asleep. The captain turned his head towards the window, almost as if he'd sensed someone else's presence, and he made eye contact with the hero.

Slowly, the captain lifted the blanket off of himself before climbing out of bed and slowly walking over to the window, which he unlocked and opened.

"Captain," Spider-Man said as he dropped down into a crouch on the windowsill.

"What are you doing here?" Michelle's father asked.

"I needed to ask you about the man who attacked you tonight," Peter explained.

"I...I don't remember much about him," the captain confessed.

"Is there anything you can remember?"

"No, I...I can't say anything," Jones said. "It's an ongoing police investigation; my officers are doing everything in their power to stop him."

"I'm not trying to take over your officer's jobs, I promise. I'm just trying to help wherever I can," Peter said, trying to convince the captain to tell him what he knew. When the captain still looked hesitant, Peter decided to change the course of the conversation for a minute. "So you're off the hook for the robbery?"

Looking slightly taken aback by the sudden change of topic, the captain nodded his head. "I am," he confirmed. Suddenly, he looked at Spider-Man with a confused expression as he rubbed his forehead gently. "Wait. How did you even know about what happened?" he asked.

"A shapeshifting bad guy impersonates a police captain and steals a piece of artwork from a museum? Yeah, no way. I definitely didn't hear anything about that," Peter replied, trying to curb his snark as much as he could.

"Okay, valid point," Jones replied, rolling his eyes slightly at the hero's sass. He winced again, letting out a long breath as he touched a large bump on his head. Finally he looked back up at Spider-Man, considering the hero for a moment before sighing.

"Listen. You can't tell anyone about this; it's an ongoing investigation," he said.

"I promise," Peter said, glad that the captain seemed to trust him enough to tell him what was happening.

Jones sighed again, but he simply nodded and continued. "Just between us, this isn't the first time this has happened," MJ's father said. "At almost every single event held at a high-end place like the museum, there's been a robbery with a similar MO."

"Do we know anything about whoever's behind the robberies?"

Jones shook his head. "We're calling him the Chameleon; we aren't exactly sure how he does it, but we think that he has some form of nanotechnology that allows him to take the physical appearance of anyone he comes into physical contact with. We've been keeping our eyes and ears out with our CI's, but if he's selling the pieces he's stolen, he's not going through regular channels. The fact that he's only hitting high-end target suggests he enjoys the thrill of robbing somewhere so high-profile."

"Okay," Spider-Man said as he hung upside-down from his web. "We need to draw this guy out; we have to give him something he can't refuse, so that he'll have no choice but to come out again."

"And what would you suggest? He's gone after different things every time; it's not like he's going exclusively for Raphael paintings. He's stolen things from small statuettes to priceless paintings."

"So he's going after things that are unique?" Peter clarified.

"That's what we're thinking, yes."

"You know...I can think of someone who has a passion for throwing parties, who also happens to have a lot of unique, valuable items," Peter said. The police captain thought about who Spider-Man could be referring to, and when it clicked, he looked at the hero.

"You can't be serious," Jones said with a deadpanned look. Spider-Man simply shrugged in response. "I don't even know how to get ahold of him," the officer argued.

"I got connections," Peter said. "If I can get an event set up, will you have some men there?"

Jones sighed again, but he finally nodded. "Yeah. Yeah, if you can somehow get it set up, I will personally come and bring some of the best cops on the force with me."

"Perfect," Peter said, giving the cop a thumbs-up. "I'll let you know when it's set up."

"How do you even know he's gonna say yes?"

"Um...I just...I got a feeling."

 _0-0-0_

"Sure," Stark said in response to Peter's question. The high schooler paused a moment.

"Wait...yes?"

"Unless 'sure' suddenly changed meanings in the last thirty seconds, I believe that's what I said," Stark quipped. "I'm in Cali right now, but I'll have Happy grab something from storage."

"Mr. Stark, thank you so much," Peter said, still not sure if he believed what he was hearing. "

"Don't do anything I wouldn't do," Stark cautioned before ending the call. Peter sat there for a moment, still unsure if he'd actually just gotten Tony Stark to agree to let a piece of valuable art be put out on display as bait to catch a shapeshifting thief.

"I mean, I guess weirder stuff has happened," Peter muttered to himself before deciding it was time to get ahold of Michelle's dad and let him know that Stark had given the green light on their potentially terrible idea.

 _0-0-0_

"Word got out, yeah?" Spider-Man asked as he stuck to the side of one of Tony's many buildings.

"Tony Stark throwing a party and showcasing a never-before seen piece of Egyptian pottery? Yeah, it was plastered in every newspaper and broadcast station we could get it in," the chief confirmed. "If he keeps up to date on thew news at all, there's no way he didn't see it."

"Good. I'll keep watch from up there," Spider-Man said, gesturing towards the roof, where a glass dome was located. From up there, Peter knew he'd be able to keep watch on the crowds with ease, keeping an eye on the ceramic pot Mr. Stark had loaned him.

"Sounds good," Captain Jones said. "You know where to find me if you need me."

"Same to you," Peter said before he jumped on the side of the building, climbing up to the glass dome. Sticking to the glass was easy, and when he got to the top, he sat in a crouch and watched the proceedings going on below.

Most of the guests were actually plainclothes cops, just because both Spider-Man and Captain Jones agreed that inviting civilians to a sting was a bad idea. Peter watched as Michelle's father strode into the party, interacting with his officers as they all appeared to be enjoying themselves.

Peter watched every person that walked by the pot, trying to pick out which one was the Chameleon, if the thief was actually there. It had been a few minutes since someone had walked by, and Peter was beginning to wonder if his plan wasn't going to work, but suddenly the lights flickered off, and Peter knew it was time to act. Grabbing a panel of glass that he'd previously chosen and removed, Peter took it out of its frame with ease, setting it down against the stand of the dome before hopping inside the hole, webbing the top of the dome inside so he didn't crash down on top of the priceless pot.

The lights turned back on, and Spider-Man heard Captain Jones let out a frustrated cry. Dreading what he would see, but knowing he had to look anyway, Peter glanced down and saw that the pot had indeed been removed from its stand. As he was still hanging from his web, the wall crawler immediately began scanning the crowds for anyone looking shifty, or out of the ordinary, paying particular attention to anywhere the Chameleon could escape from. Peter knew Captain Jones had the building on lockdown, but the thief had slipped through tighter security holes before, and Spider-Man wasn't planning on letting him get away again.

As he was scanning the crowds, Peter suddenly noticed a familiar mop of curly hair, and he almost laughed out loud. "Gotcha," he muttered as he began swinging through the building. Captain Jones noticed the hero's movement, and he looked where he was headed.

"Hey, stop him!" he called out, trying to get some of his men to stop the Chameleon, but the thief managed to squeeze out a door just before it closed. Peter fired a web at the door, stopping it right before it clicked shut, and he yanked it back open, swinging through the door.

"You go around, try and cut him off!" Peter called as Captain Jones hurried through the door after Spider-Man. The teenager didn't wait and see if the police captain did as requested; he simply took off down the hallway after the Chameleon, still chuckling at the shapeshifter's choice of who to impersonate.

The Chameleon disappeared around a corner, and as Peter began swinging after him, his senses warned him to be careful. Thanks to that, he was able to avoid the fist that would have connected with his nose. After dodging the attack, Spider-Man dropped down from the ceiling and stood face-to-face with the thief, disguised as none other than Peter Benjamin Parker.

"How'd you know it was me?" Chameleon asked as he took another swing at the masked hero.

"Let's call it an educated guess," Peter replied, dodging the attack easily. He also lowered his voice slightly just in case Chameleon recognized the voice.

"Well, I'm gonna make my own educated guess and say that you didn't see _that_ coming," the thief said suddenly, pointing behind the teenager.

Even though his spider senses hadn't gone off, Peter still flinched and turned around, expecting to see something flying through the air towards him. However, much to his shame, he realized he'd fallen for one of the oldest tricks in the book. There was nothing behind him, and when Peter turned back towards the man he'd been chasing, he saw the thief was almost all the way down the hall, rapidly closing the distance between him and the exit.

Peter lunged after the man, catching up to him with ease and tackling him to the ground. In slow motion, he saw the artifact Stark had loaned them slip from the thief's grasp, and he immediately fired a web. Thankfully, he caught the pot and was able to jerk it back into his hands before it crashed on the ground. He held it up and tsked at the Chameleon, who was still disguised as Peter Parker.

"Firstly, do you know what would happen to me if this broke?" Spider-Man asked. "I rather like living, thank you very much. Second, you do a terrible impression of that kid."

The fake Peter's face took on a confused expression, but he soon began flipping and twirling through the air, trying to connect his feet or fists with Peter's masked face.

"Hey!" Spider-Man yelped as he easily dodged each of the attacks. "What did I _just_ say about this breaking?" he asked in frustration as he did a one-handed backflip, clutching the piece of pottery to his chest. "Seriously. Are you trying to get me killed? I think my friend might kill me if this broke."

Chameleon didn't respond; he merely continued his attacks. Spider-Man jumped to the ceiling, hanging by one hand as he finally decided to web the priceless artifact to the ceiling. As he began creating a web sack to keep the artifact safe in, he sensed the Chameleon trying to run away. Without even looking, the high schooler fired a strand of webbing at the man, catching him by the back and sticking the other end to the ceiling as Peter finished securing the pot to the ceiling.

"Okay, where were we?" Spider-Man asked as he dropped down to the ground. Chameleon had changed his appearance again, so instead of looking like Peter Parker, he instead looked like Michelle. "Aw, c'mon, that's not even fair," Peter complained as he tried to prepare himself to fight one of his friends.

"Scared to hit a girl?" Chameleon said snidely in Michelle's voice as she brought out a knife from her back pocket, slicing through the webbing leashing her to the ceiling.

" _This particular girl? You have no idea,"_ Peter thought to himself in annoyance. Out loud, he simply replied, "No, but if you think I am, does that mean that you took the form of a girl because you thought I wouldn't hit you? Doesn't that make _you_ a coward?"

Chameleon growled, which sounded slightly terrifying in Michelle's voice, and Peter was once again charged at by the shapeshifter.

Thanks to Peter's senses and quick reflexes, and he was able to duck and dodge each attack the Chameleon executed, but suddenly he felt someone else come in the room.

"Michelle?" Captain Jones asked. Peter whirled his head around, seeing the police captain standing there. His gun was aimed at the thief, but Peter could see the captain was wavering slightly as he stared at his daughter.

"Daddy," Chameleochelle said. "I don't know what's going on, but Spider-Man won't-"

"Don't listen to her, Captain Jones," Peter called out, still staring at the captain. Thankfully, the captain's face lost its confused look, and he had steadied his aim once more.

"My daughter's never called me 'Daddy' in her life," he said sternly, as if berating the Chameleon for making such a huge mistake. Peter smirked; that definitely sounded like the Michelle he knew. Spider-Man was just starting to turn back around to face the Chameleon when his senses started going crazy.

He was too late as he tried to dodge out of the way, though; Chameleon, who had changed forms once again, this time into a large, extremely muscular man, clobbered the side of Peter's head, throwing the web-slinger into the wall. A shot rang out, but Peter was too dazed to register the sound. His head pounding, Peter tried to get back to his feet, but he felt large arms wrap around his torso, and suddenly he felt an immense pressure applied as he was suddenly engulfed in a bone-crushing bear hug.

"Hhhnnngggghhhh," Peter gasped as he felt his insides getting squished together. "My...insides...don't like...the Pangea...idea," he choked out, squeezing his eyes shut under his mask as he felt a few ribs bend dangerously.

"Drop him," Jones ordered. Peter opened his eyes a crack, seeing that the police captain had inched closer, his gun still aimed at the villain, though he hesitated in taking a second shot, not wanting to hit Spider-Man.

"I'm leaving, and I'm taking him, as well as this, with me," Chameleon boomed out in a deep voice, switching Peter over to one arm, though it was still plenty strong enough to make the kid feel like his insides were being crushed. Chameleon reached up with his now-free hand, ripping the webbing away from the pot and pulling the artifact down from the ceiling. "It was nice seein' ya again, Captain," the thief sneered as he began walking backwards, making sure to keep the captain in his sight.

Before they got far, Peter suddenly felt the man stiffen and let out a grunt before beginning to fall forward. Thankfully, his grip on Peter was loosened, and the high schooler was able to get out from underneath the man before he was crushed. The wall crawler also tried to reach for the pot before Chameleon fell flat on his face, but he was too late. A crunch reached Peter's ears, and the high schooler felt all the color drain from his face.

"Spider-Man!" Captain Jones said, running over to the hero and putting a hand on his shoulder. "You okay?"

"Y-yeah...I'm fine, for now," Peter replied, still not sure if he believed the truth his ears were trying to tell him.

When Peter looked up from Chameleon, he saw that four policemen had snuck in from the door at the end of the hall. Each of them were carrying stun guns, and Peter suddenly realized that the Chameleon had four different prongs in his back. The cops rushed forward and rotated the thief onto his back, and as they did so, everyone watched in wonder as his form suddenly began switching between different people he'd impersonated; Peter and Michelle were both included. Finally, the thief came to rest on one form.

The cops quickly cuffed Chameleon's hands behind his back and lifted the now-considerably-smaller man into the air, revealing the crushed pot. Chameleon was quickly hauled away, and Jones let out a low whistle as he bent down and examined the sharp pieces of clay.

"He's lucky he wasn't impaled by one of these," he commented.

"I think I'm gonna be sick," Spider-Man muttered as he stared at the broken pieces of ceramic pot.

"I'm sorry," Jones apologized. "I'll tell Mr. Stark that I was responsible for it breaking," he offered. Peter shook his head.

"No, don't do that. I'll...I'll do it. If I'm not out on the streets anymore, it's been an honor serving alongside you men in blue."

Peter coiled some webbing on the ground, creating a web sack. He began putting the shards of the broken pot inside, and when he'd gathered up the last sliver, he tied off the top of the sack. As he stood back up, he saluted Captain Jones. "Hopefully I'll see you guys around sometime," he said before he turned and jumped for an open window, crawling up the side of the building. "If I'm still alive," he muttered to himself as he got out of earshot of the captain.

When he reached the roof, he sat down in a crouch, getting up the courage to make the phone call he was dreading.

"Karen, call Mr. Stark," he finally said after over five minutes of psyching himself up.

"Hey kid," Stark answered after a few rings. "How'd it go? You catch your guy?"

"Uh, yeah. Yeah, we caught him," Peter replied, not sure if he could actually tell Stark what happened without throwing up.

"Well, that's good, isn't it? Why do you sound like your favorite chemistry set's just been blown up?"

"I, uh...there was um...when I was stopping Chameleon, he uh…" Peter paused, not wanting to go on.

"Spit it out, kid," Stark said.

"Um...your pot, it's uh...kinda...it's a little...broken…" Peter finally got out, closing his eyes in shame. "Mr. Stark, I'm so, so sorry. I'll find...I'll find some way to make it up to you. It's my fault it happened, I should have been faster, and I should have made sure it was more secure, I just...I'm sorry. I'll… I'll find some way to make it up to you," he repeated. He was about to continue his grovelling, but Stark cut him off.

"Kid, calm down," Stark said. "It's not what you think."

"Not what I think?" Peter said, starting to sound more and more frantic. "That thing was probably worth more than the entire _building_ Aunt May and I live in!"

"Exactly, which is why I'd never _actually_ leave it out in the open for it to be stolen," Stark said. It took a moment for Peter to register what his mentor was saying, but when he did finally understand what Stark had said, he calmed down slightly. He stared down at the web sack in his hands.

"Wait...you're saying-"

"Yeah kid," Tony confirmed. "What I had Happy give you was a fake. A good fake, but nowhere near as pricey as the original."

"I, uh...hah...why didn't you uh, just tell me when Happy gave it to me?"

"I dunno," Stark said, sounding nonchalant. "Didn't cross my mind, didn't think you'd actually manage to break it, there're a bunch of reasons, I guess. Probably just wanted to keep up the ruse. If anyone knew it was a fake, they'd act differently, and that might have set the thief on edge."

Peter thought the idea sounded a little far-fetched at first, but the more he thought about it, the more he could see it happening. "So you're uh, not...not mad at me?"

"No," Stark replied simply. "Listen, I can't stay on the line much longer, I've got a thing in a few minutes, but good talk. Get the pieces back to Happy, and he'll take care of them. And kid," Stark said before he ended the call.

"Yeah?"

"Good job at catching the your guy."

The call ended, and Peter sat there, staring at the broken pieces of pottery in his hands. He let out a slightly stressed chuckle as he thought about the events of the night, but at least things had worked out in the end. He stood up and webbed a nearby building, swinging off to give the broken pieces back to Happy.

 _0-0-0_

The Chameleon watched with mild fascination as a bracelet was clamped over his wrist. "For me? You really shouldn't have," he sneered. He tried shifting into someone else, but when he began, he felt a strange sensation flow through his veins, and he had to keep his breathing calm as he realized that his shifting had failed.

"Just so that you don't try any of your fancy shape shifting here," the guard stated.

"What did you do to me?" the Chameleon asked, his calm facade starting to break.

"Since we aren't exactly sure what makes you tick, but they know that it's some form of nanotech, the scientists in the lab cooked this up 'specially for you," the guard replied as he led the thief towards his cell. "After running a few blood tests, they spotted the tiny bots in your system; they don't know much about this tech, so this is only a temporary fix to your shifting. Whenever you try to shift into someone else, this bracelet can detect those bots beginning to work, and it releases a chemical into your body that shuts down the little buggers before you can transform. And I wouldn't do that, if I were you," the guard added as he saw the Chameleon fiddling with the accessory, like he was trying to figure out how to get it off. "It's locked on with a specific biometric code, and the only person who can unlock it is the warden. Try to fiddle with it, and you'll get an electrical shock."

The Chameleon growled as he was forced into his cell and the door was slammed shut. He listened as the guard walking away, then immediately walked over and sat on the cot in the cell. He needed to find some way of getting rid of this bracelet, and he had to get out of prison. He had a score to settle with a certain arachnid hero.

 _ **Mmmmkay... so there's starting to be a pattern of Peter ticking off certain bad guys... any guesses as to what's going to happen? :D**_


	4. Chapter 4

_**Hey guys! Sorry for how late this update came, it was a beast of a chapter to edit, and I'm still not sure how well I like it...**_

 _ **Also, for the guest character in this story, I'm not sure if I caught his character very well... I'm sorry if he's OOC!**_

 ** _And just in case anyone was wondering, there's this chapter, and then the next chapter is the last one, but don't worry! Like I've said before, I've started working on the sequel to "The Friend of My Enemy," though I'm not sure when I'm gonna start posting it. It also has enjoyed being a beast to work with, so we'll see how it goes... XD_**

 _ **Enjoy!**_

Peter ducked out of the way right as a heavy metal baton was flung at his head, but before his attacker could pull it back, the high schooler's hand shot up and snatched the stick out of the air, gripping it tightly.

"I'd appreciate it if you returned what's mine," a deep voice said.

"You mean this?" Spider-Man asked snarkily, holding up the baton that had been thrown at him, wiggling it. "It's mine now; it was mine the minute you threw it at me!"

"How old are you, five?" the other man shot. Peter was about to answer, but his opponent suddenly yanked on the baton, bringing the high schooler closer and ripping a startled yelp from the masked hero. As Spider-Man flew through the air, he saw the other masked man getting closer and closer, and he went in with his fists flying. He collided with his opponent and knocked them both to the ground. Spider-Man accidentally let go of the baton that he had been holding, but at the moment he didn't really care. The high schooler was more concerned with having his hands free so he would be able to fight.

As the two of them sparred, Peter was slightly shocked that neither of them were really landing any hits on each other. He had his spider senses that told him when to get out of the way, but he couldn't figure out how his opponent was anticipating and avoiding Peter's attacks.

After a few more moments of fighting, one of them finally changed landed a hit. Peter was able to duck one punch, but in doing so, he opened himself to a good clobbering in the forehead by the tip of the man's foot; Peter collapsed to the ground, clutching at his head. "What are you wearing, steel-toed boots?" he complained as he began to sit up.

As he tried to get in a vertical position, the man he'd been fighting with was suddenly on top of the high schooler, preventing him from moving. Now that Peter was closer to his opponent, he was able to take in more detail of the man's outfit. The man was wearing a mask that seemed to be made of some sort of shiny, sturdy looking material, though Spider-Man could tell it wasn't metal. When Peter looked even closer, he could see that the mask was also adorned with…

"Wait...do you have _horns_?" Peter asked, not quite sure if he believed his eyes. For some reason, Peter thought the idea of a horned, masked man sounded familiar, but he was a little preoccupied at the moment and didn't have the time to think about where he knew the concept from.

The other man was panting heavily, and he tilted his head to the side slightly, as if he were studying the hero he had pinned down. As Peter watched his attacker's head movements though, he could have sworn that the man wasn't actually looking at Spider-Man.

"You're...wait, you're just a kid," the other man said as he sat back slightly, though he didn't let go of Peter entirely.

"I thought we established that already," Peter panted, though his heart rate spiked. No one knew he was a kid, except the few people who knew his secret identity. Wearing a mask tended to hide how old one was, but apparently this man had been able to determine that Peter was young. Spider-Man watched the other guy with slight apprehension. The young spider knew that he could easily kick the man off of him, but he was now genuinely curious about his new acquaintance, especially because of his last statement.

"How old _are_ you?" the horned man asked, still keeping a tight hold on Peter's suit in case the kid decided to try and make a run for it.

"Old enough to know not to give my age to people in masks," Peter retorted. Deciding that he'd had enough chit chat, the teenager hit the inside of the other man's arms to loosen the hold Peter's opponent had on the Spider-Man suit; as soon as he had done that, the high schooler also kicked his feet up behind the man sitting on his chest. Rocking back and forth quickly was what Peter needed to knock his opponent off of him, and once he was freed from the heavy weight of the other man, Peter quickly stood up, webbing his opponent's feet to the ground.

"What is this?" the man grunted as he tried to move before almost face planting it when he tried to move his feet. "Is this...is this a web?" The trapped man felt the web with his fingers, his mouth contorting in some sort of weird line as he pulled his fingers away from the sticky substance.

Peter took a few steps back from the man, and he let his mind wander, trying to figure out where he knew the man from. Suddenly, it hit him. "Wait, that's...you're the Daredevil!" Peter exclaimed as he suddenly recognized the man stuck to the ground.

"That's one name people know me by," the vigilante replied. "And if I had to wager a guess, I'd say you're that spider guy from Manhattan," he added.

"It's Spider-Man, but yeah," Peter replied. "Aw man, no one back home is gonna believe that I actually _met_ Daredevil!"

"Listen, kid," Daredevil said as he stood back up, though he didn't try to lift his feet again. "I don't know what you're doing here, but you're a long ways from home. You need to go back to your little neck of the woods, and let me protect my own city."

"I would, but I can't. I'm after someone," Peter said. The high schooler could almost see Daredevil's eyebrow quirk under the mask.

"Care to elaborate?"

"His name is Mysterio. I've tangled with him a few times before, but earlier today he kidnapped a kid named Flash Thompson while Flash was leaving school. I'm assuming it's for ransom; his dad's super rich. Anyway, I managed to chase Mysterio down and tag him with a tracker before he got away, and the tracker says that he's somewhere here in your city."

"So tell me where he is, and I'll take care of him. I'll get his hostage back home safely, I promise," Daredevil said. "Hell's Kitchen isn't a place you want to mess around in, especially if you don't know your way around."

"I'm telling you, I'm not leaving here until I get Flash," Peter insisted, folding his arms and taking a more defensive stance. Daredevil's mouth hardened into a thinner line, and he mirrored the kid's actions.

"And I'm telling you that this is a rough city; if you think your town is bad, it's a cakewalk compared to what goes on down here."

"Even if that's true, I can't leave Flash down here alone," Peter argued.

"Like I said, I can get the kid out. I just need you to tell me where his kidnapper is at right now," Daredevil replied, trying to keep his voice level, though it was difficult; he was thinking about just knocking the kid out and going to find the kidnapped teenager himself, but first, the masked kid was just out of reach, and Daredevil's feet were currently stuck to the ground. Second, he thought back to the fight from just a few minutes ago. Somehow, the kid had known what was coming, and Daredevil didn't think that he'd be able to take Spider-Man down as easily as expected.

"Sorry," Peter said, shaking his head. "I can't leave."

Peter fired a web at Daredevil, expecting to catch the man in the chest with his taser web, trying to stun or knock out the devil of Hell's Kitchen, but the other vigilante twisted out of the way, which was impressive considering his feet were still webbed to the roof of the building the two of them were standing on. Peter thought about firing more webs, but he knew that he would just be wasting time and web fluid, so he decided to ignore Daredevil and get back to finding Flash. The high schooler back up a few paces, preparing to run and jump off the edge of the roof to give himself some swinging momentum, but Daredevil's voice stopped him before he could.

"Kid, wait."

Against his better judgements, Peter did indeed hesitate, staring at the horned vigilante.

"Where's this guy now?" Daredevil asked. Peter looked at the man a little skeptically, though since his face was underneath a mask, it was hard to tell what Peter's expression was. The older vigilante crossed his arms. "I can tell you aren't gonna get out of here until you get this guy, so I'm going to give you help. The sooner you can catch him, the sooner you can get out of my city."

"Territorial much?" Peter muttered quietly. He didn't think he was being loud enough to be heard, which was why he jumped slightly when Daredevil actually responded to his sarcastic comment.

"No, just looking out for a _kid_ who's running around one of the most dangerous cities in New York without a clue of what he's doing!"

"I know what I'm doing!" Peter insisted. Daredevil tilted his head, and even though Peter couldn't see the man's upper face because of the mask, it was clear the older man didn't believe him. Spider-Man stared at Daredevil in what the older vigilante assumed was annoyance.

The high schooler wanted to keep arguing that he could take care of himself, but he stopped himself; his top priority was to get Flash and get back to Queens, not defend his pride to another hero. Finally, with a dramatic sigh, Peter walked back over to Daredevil and pulled out his tracker, showing the other vigilante where Mysterio was supposedly hiding out. The man nodded.

"I know where that is," he said. "It's an old abandoned theater. I can take you there," he offered. "But you have to get this webbing off my feet first," he added, gesturing down at his stuck feet.

Peter considered the man for a minute, then finally sighed and shrugged when he figured Daredevil was just as stubborn as he was. "Fine," he said, bending down and grabbing the webbing, ripping it away from the feet of Daredevil, who looked surprised. The older vigilante had tried tearing the webbing away with no success himself, but the kid looked like he had no problem whatsoever. The older man's attention was drawn away from his impression of the kid when the younger hero continued speaking.

"A team-up just this once. If you can keep up with me," Peter added, jumping off the building and webbing his way down the street. If the high schooler had looked behind him, he would have seen Daredevil smirk before taking off on his own.

A few minutes later, Karen alerted Peter that he was approaching the theater where Mysterio was holed up, and she highlighted the area on his display. He dropped down in the shadows across the street, expecting to be alone, which is why he jumped in surprise when he landed next to Daredevil, who had apparently been waiting for him.

"How did you…"

"My city," Daredevil answered, choosing not to expound any further, which irked Spider-Man. The older vigilante smirked to himself, feeling slightly smug as he felt the frustration radiating off of Spider-Man, and he turned his attention back to the theater across the street. Finally, after a few more moments of glaring at Daredevil's back, Peter did the same.

"There are only two people inside," Daredevil announced after a moment. He began walking forward purposefully, and Peter followed quickly behind him.

"Wait, how do you know that?" the high schooler asked, lengthening his stride slightly, trying to appear like he wasn't having to jog to keep up with Daredevil's impressively long leg span. The horned man ignored Peter's question, which irked the young spider even more, but he pushed those feelings aside; he knew the primary goal was to get inside and get Flash out, even if that meant being annoyed by his temporary companion.

"Hey, one thing you should know," Peter said, reaching out and grabbing Daredevil's arm. "This guy is somehow able to make you see things that aren't there; don't trust anything you see when we get inside. If it seems out of place, it's probably not real."

"Won't be a problem," Daredevil replied. Peter was skeptical at how confident the man sounded, but before he could say anything else, the older man moved forward again.

"They're in the back, by the staging area," Daredevil whispered huskily. "Nothing by the front doors."

Once again, Peter was tempted to ask how the man knew that, but he figured the answer would be the same as before, so he just hurried forward.

I should go first," Peter insisted, reaching out for the glass doors. "Since it's really my problem," he added.

"My city," Daredevil argued quietly as they both walked through the doors.

"You can't keep using that argument," Peter hissed, moving forward at the same time Daredevil did. They both tried to fit through the door side-by-side, even though it wasn't wide enough and they both got squished. Peter looked over at Daredevil, his mask lenses narrowing slightly in annoyance as he glared at his temporary partner. Finally the two of them were able to get through the door.

"Control problems much?" Peter griped. Daredevil simply stared at Spider-Man for a moment before turning and creeping through the theater. "A man of many words," Peter muttered to himself quietly before following the older man.

"They're through here," Daredevil muttered after a few minutes, stopping outside the door that led backstage.

"Do you _mind_ if I go first?" Peter asked, not doing much to try and contain the snark in his voice. Daredevil sighed, but he quietly opened the door and motioned for Peter to walk in before him. As Peter crept through the door, he spotted a figure sitting on a chair, and he immediately knew who it was. He began to take a step forward, but Daredevil reached out and grabbed his bicep, stopping him in his tracks.

"Kid wait," Daredevil hissed. Peter looked back at the vigilante, holding his hands out in a confused gesture. "Trip wires," Daredevil whispered, letting go of Spider-Man and pointing to the floor. Peter glanced where the man was gesturing, and he indeed saw a subtle glint of a metal trip wire, just waiting to be triggered. Spider-Man nodded in thanks, and he and Daredevil carefully stepped over the wire. As soon as they were cleared, Daredevil turned around and worked on disarming the trip wire while Peter hurried over to the young man in the chair.

"Flash?" he asked, lowering his voice slightly. The young man looked up, obviously startled as he saw the two masked men in the room with him.

"Oh thank g-" he began, but Peter put his hand over his classmate's mouth, cutting off his loud reply. Flash's muffled annoyed sounds faded into the background as Peter's senses suddenly spiked, and he whirled around; Daredevil did the same.

"I was wondering how long it would take you to find me," Mysterio said as he stepped through the door, staying just barely in the shadows.

"You were expecting us?" Peter asked in confusion. The man took a few steps forward before finally coming into the light. Peter and Daredevil finally got a good view of the large, bowl-shaped helmet that covered the face of the person who had kidnapped Flash and eluded arrest for so long.

"You, Spider-Man, yes. Your friend, not so much," the man replied. "Not that it matters. There's plenty of me to go around," he added in a coy voice.

"And why were you expecting him?" Daredevil asked, stepping forward slightly.

"Please," Mysterio scoffed. "Why do you think I grabbed this whiny brat?" he asked, gesturing towards Flash, who let out an indignant,

"Hey!"

The other three ignored the high schooler, instead focusing on each other to make sure that one didn't do anything without the others being able to defend themselves.

"So you wanted to lure me out," Peter stated, shrugging slightly. "Why?"

"You've been a thorn in my side for a long time," Mysterio explained bitterly. "Always showing up at the most inconsiderate times; you've made it very hard for me to become a credible threat."

"Have you thought about maybe ditching the fishbowl?" Peter suggested.

"I was wondering if that's what it actually was," Daredevil muttered. Mysterio growled, but he didn't make a move to attack, though Peter could feel Daredevil next to him tensing up, gripping his batons tighter.

"To make a name for myself, I've decided that I need to remove you from the equation," Mysterio announced.

"Oh, it's that easy, is it?" Peter quipped, quietly readying his web shooters.

"Yup," Mysterio replied smugly. "Especially since you're in my turf now, and that means we play by my rules."

Daredevil seemed to sense something, and alarms began going off in Peter's head, but before they could make a move to get out of the way, Mysterio threw some sort of smoke grenade on the ground, which exploded upon contact. Peter coughed as he accidentally inhaled some of the gas, and he clutched at his throat as he felt it burning down his windpipe.

"Kid, look out!" Daredevil suddenly shouted. Peter tried to move out of the way, but he felt disoriented, and he was unable to avoid the punch that Mysterio delivered to his face.

" _Why didn't I sense that?"_ Peter thought in a daze as he backed away from the fishbowl-clad man. He shook his head, trying to clear the haze from his mind as he tried to find his way back towards the tied-up Flash. As he turned towards where he thought the teenager was, Peter's stomach lurched as he faced a large king cobra instead of his peer. The young hero froze; he knew that what he was seeing wasn't real, but it didn't make the snake any less terrifying.

"What are you doing?" Daredevil yelled as he sensed the kid pause. The older man had begun fighting Mysterio when he felt Spider-Man turn around, trying to give the kid enough time to get to the hostage, but when he felt the younger hero pause, Daredevil turned his head slightly, trying to figure out why. "Remember what you said, kid. He's good at special effects!"

Peter nodded, though he didn't say anything. He took a few tentative steps forward again, trying to convince himself that the very real-looking snake in front of him wasn't actually there, and that it couldn't hurt him.

"Flash?" Peter called out, still unable to see the teenager.

"I'm right here!" Flash called out, immediately to Peter's left. The hero turned, though he was loathe to take his eyes off the snake, and he did indeed see Flash still tied up. He quickly undid his peer's restraints, then pointed towards the doors that led to the theater's exit.

"Leave," Peter ordered. "Get outside and get somewhere safe; we'll come find you when we're done here, and I'll take you back hom-"

The last bit of Peter's sentence was cut off as he felt something smack into his back, sending him stumbling forward.

"Whatsa matter, Spidey?" Mysterio teased. "Having trouble anticipating my every move?"

"What did you do?" Peter growled as he turned around. Thankfully, he heard Flash running down the aisles of the theater, and Mysterio didn't seem to be interested in his fleeing captive as much as he was in fighting the two men in front of him.

"Oh, just a few chemical agents I did a bit of research on," Mysterio replied vaguely, turning to fight off Daredevil again. Peter decided it was time to join the brawl, and he jumped in. Thankfully, the smoke was clearing slightly, giving Peter his sight back. Though his spider senses were offline, the hero still had his super strength and agility, as well as the training from Tony and his friends, so Peter was able to handle himself during the fight.

Mysterio seemed to be faltering under the attack of both heroes, especially with Spider-Man's sticky webbing and Daredevil's retractable batons. Peter felt a small sense of victory as the villain stumbled, but that was when he saw Mysterio reach into a pouch he kept on his belt and pull out a fistful of powder, flinging it into the faces of Spider-Man and Daredevil. Both of them gagged as they inhaled the dust, and when Peter looked up, Mysterio was still there, but he also saw something that made his stomach churn.

"No," he muttered, rushing over to the still form of his aunt on the ground. "No, no, no," he whispered, trying to hold back the tears. "Wake up," he said, grabbing her gently by the shoulders and tilting her head so she was facing up. "May, wake up."

Daredevil was suffering from the effects of the drug as well, though he could immediately tell that something was off. He could sense the images of Foggy and Karen around him, both of them unnervingly still, but he couldn't sense anything else. There was no physical mass, no heartbeat, no heat, nothing. He heard Spider-Man calling out to someone, and he tried focusing his attention on the kid, who was bent over a figure as well.

"Spider-Man," Daredevil called out. He sensed some movement behind him, and he ducked a punch as he continued to try and talk to the other masked hero. "Whoever you're seeing, it's not them," he reminded the kid as he threw his own attack towards Mysterio's sternum, which was blocked.

Peter heard Daredevil yelling at him, but he couldn't focus on what the horned vigilante was saying. Unable to tear his eyes away, he simply kept staring at May in his arms. Suddenly though, something seemed off about his aunt; her face took on a grotesque grin as her dead-looking eyes opened, and she lunged at Peter, who jumped back. Once the high schooler backed away from his aunt, the woman collapsed back to the ground, and Daredevil's yells finally penetrated Peter's ears. The high schooler's breathing intensified as he looked up, rage in his eyes as he caught sight of Mysterio; the villain was swinging a two-by-four at Daredevil's face, and while the older man tried, he was unable to avoid the hit. The force of the blow knocked the vigilante's helmet off, and threw Daredevil to the floor.

Mysterio began walking towards the fallen vigilante, who was feeling around on the floor for his mask. He was just about to grab it when Mysterio's booted foot kicked it out of the way, sending it skittering off into the shadows. Mysterio's foot then connected with Daredevil's forehead, and Peter felt his eyes narrow in anger; he looked at his surroundings quickly. The shadows were doing a well enough job of covering Daredevil's face, but Peter knew that if Mysterio grabbed Daredevil, there would be nothing they could do to stop the man from finding out who the vigilante was.

A tall cement pillar stood in the middle of the room, and Peter quickly fired a thin strand of webbing near the top of the cement structure. Once it connected with the pillar, Spider-Man pulled on it to make sure it would stick; when he was sure the web wasn't going to come unattached, he began pulling himself backwards as hard as he could, then launched himself off the ground. He swung around the pole with his feet outstretched, and his aim was true; his feet connected with Mysterio's head, dislodging the fishbowl from the man's suit and exposing the man's face. Mysterio crashed to the ground, and the fishbowl shattered into a million pieces.

After Spider-Man fell to the ground in a crouch, he sprinted over to Mysterio, webbing both of his opponent's hands to the floor as he saw the man reaching for the pouch at his belt again.

"I don't think so," Peter growled, a slight hitch in his throat as the memory of his aunt dead on the ground continued to batter his mind. He reached down and grabbed the bag of powder away from the man, and then for extra measure, and possibly just because he was bitter at the man, Peter fired a web grenade at the man's chest and legs, making sure the man wasn't going anywhere for a good long while. Once he was sure his opponent was secure, Peter hurried over to the shadows where he'd seen Daredevil's helmet fly off in.

Peter's companion was just getting into a kneeling position, making sure to keep his head down. Once Spider-Man had Daredevil's helmet, the red-and-blue hero walked over to Daredevil and held the mask out, turning his head so that the man's secret identity would remain a secret.

"Thanks," the older man replied.

"Anytime," Peter said, breathing slightly heavier than normal. He glanced to the side, but had to quickly avert his gaze as he realized whatever Mysterio had thrown at them was still affecting him; he still saw the dead body of his aunt. She looked so real. Peter sniffed, then asked, "How...how did you know they weren't real?"

"It's a long story," Daredevil said as he stood up, mask stuck firmly back on his head. "Maybe someday I'll tell you," he added. The two of them walked over to Mysterio, and Daredevil let out a low whistle. "Quentin Beck," he said.

"Who?" Peter asked, glancing down at the sandy-haired man.

"He was a stunt man and a special effects guy who used to work on films here in town, until one day he just disappeared. No one knew what happened to him; I guess now we do."

After the two of them cut through the webs binding Beck to the floor, Spider-Man and Daredevil walked down the aisle towards the front of the theater. "What are you going to do with him?" Daredevil asked Spider-Man, jerking his head towards their prisoner.

"Um…" Peter actually wasn't a hundred percent sure how he was going to transport both Flash and Mysterio back to Manhattan.

"Leave him here with me," Daredevil said. Peter looked at the man skeptically. "I promise, he'll get to the police station. There's a cop there I _know_ I can trust, and he'll make sure Beck's taken care of."

Peter considered the man's offer for a moment, then finally nodded. "Okay," he agreed. "He's all yours."

"You think prison is gonna hold me?" Beck asked with a sneer. "Please. I know people, and there are some things that you can't-"

His rant was cut off as Daredevil punched him in the face, knocking the man unconscious. Peter stared at the horned vigilante in disbelief, to which Daredevil just shrugged. "People get on my nerves easily," he stated.

"Remind me never to get on your bad side," Peter joked as they exited the theater. "Hey," Peter said, putting his hand on Daredevil's arm. "I...thanks," he said. "It wasn't as bad working with you as I thought it was gonna be."

"You're not so bad yourself, for a kid," Daredevil shot back, adding the last part quietly just to make sure Flash, who was sitting by the door in the shadows, didn't hear.

"If you're ever in Manhattan, stop by and say hi," Peter said as he helped Flash to his feet.

"And if you're ever down here again, I promise I'll think about not attacking you," Daredevil said with a smirk.

"I coulda taken you, if I'd really wanted," Peter insisted. The high schooler could almost see the amused look on Daredevil's face and he knew the older man didn't believe him, though Peter wasn't going to retract his statement. He'd just have to show the man sometime just how well he could actually fight.

"Hey," Flash said, standing up. "I hate to break this up, but can we go?"

Peter sighed. Trust Flash to always be Flash. "I gotta go," he said to Daredevil. "Thanks again for your help."

"You too," Daredevil replied. "I'll make sure Beck is taken care of," he promised once more before he hoisted the man over his shoulder, almost melting back into the shadows. Peter looked over at Flash, who was staring at the hero expectantly.

"You're gonna have to hold on tight," Peter stated as he bent down, signaling for Flash to jump on his back, which the other high schooler finally did after several moments of consideration. Once he was sure Flash was secured, Peter webbed a nearby building and pulled the two of them into the air, swinging away from Hell's Kitchen and back towards Manhattan.

 _ **Okay, is it just me, or does anyone else hear Batman when Daredevil speaks? XD**_

 _ **Anyway, what did you guys think?**_


	5. Chapter 5

_**Okay, here's the last chapter. Not sure how much I like it, but it kinda brings everything together!**_

"You're sure these guys are the best options?" Schultz asked as he and Stane walked through the prison.

"Trust me. I've thought long and hard about everyone in here, and these four are the best choices," Stane said. "They're the most powerful people that Spider-Man has put in here, and they seem to have larger-than-average grudges for the insect."

Schultz still wasn't entirely convinced, but he continued to follow Stane without questioning him further.

The two inmates meandered down the hall a little more until they reached a cell, and Stane stopped. "Hey," he greeted as they peered inside the cell. The man inside looked up, and Schultz stared in wonder at their first recruit. He was a large, balding man, and one look at his bulging muscles convinced Schutlz that the new man could bench both Stane and Schultz with ease. "You're Aleksei Systevich, right? The Rhino?"

"Who wants to know?" the man asked in a surprisingly thick Russian accent. The Russian didn't bother getting up; he simply continued staring at the two newcomers outside his cell, waiting for an answer.

Stane waved his hand as if he was brushing the question away. "Later," he said. "Right now I've got a question for you: You're in here 'cuz of Spider-Man, right?"

The Rhino growled at the mention of the hero, and Stane, taking that as a confirmation, continued speaking. He had a feeling that it wouldn't take much to convince the large man to join them in their plan. "Meet in the yard during rec time in the southeast corner. I'll tell you how you can get your revenge on Spider-Man."

At that, the Russian's eyes brightened, and Stane knew that they'd won him over. "Remember," he said. "Southeast corner, rec time."

As they were walking away from Rhino's cell, Stane muttered, "One down, three to go," and the two of them continued making their way through the prison hallways.

"It's a good thing the guards don't care about what we do as long as we aren't tryin' to escape," Schultz muttered as he glanced up to the floor above them where the guards were standing, staring down at the two of them as they walked past.

Stane took an abrupt right down the next hallway, and Schultz stumbled slightly as he tried to match the sudden change of direction. After walking down the hallway at a decent clip, Stane and Schultz made another stop outside the cell of a man with sandy blond hair.

"Quentin Beck?"

The man was bent over on his bed, fiddling with something, and when he heard the greeting, he jumped like he'd received an electric shock.

"What do you want?"

"What are you working on there?" Stane asked, ignoring Beck's question as he tried to figure out what Mysterio was doing.

"Nothing that concerns you," Beck snapped, pushing whatever his project was under his pillow, covering it with a blanket as if to give it extra protection. "You guys gonna tell me what you want, or are you just gonna stand there looking ugly all day?"

Stane chuckled at the snark Beck threw at them. "Quentin Beck, also known as Mysterio. You were taken down by Spider-Man recently, weren't you?"

The visible tightening of Beck's face confirmed the answer to that question, and Stane continued. Just like he had done with Rhino, Zeke gave the man instructions on where to meet, and promised that he could provide a way to get back at Spider-Man. Beck didn't say whether he'd show up or not, but Stane had a pretty good feeling that the man would be there.

"So, explain to me again," Schultz said as he and Stane left Beck's vicinity. "I know you're trying to get back at Stark for what he did to you and your old man, but why go so far? Wouldn't it just be easier to have a small team, instead of trying to work with five other people?"

"Each person that I've chosen has a specific purpose to help us, you'll see," Zeke promised. "As for getting back at Stark, you're right. I have no real beef with the spider. My issue is with Tony Stark, and I know that if something were to happen to the kid, it would tear him up. That is why I need as much help as I can get," Stane said a little louder as they stopped outside another cell.

"Dunno what it is you're lookin' for, but you're not gonna find it here," the man inside the cell said. He was laying on his back staring at the ceiling, and he didn't even turn his head to acknowledge his visitors. "So you can just keep on walkin'."

"The Chameleon," Stane said as he studied the man inside.

"Keep walkin'," Chameleon said, slightly more terse that time.

"Listen, I've got a proposition for you, and if you're interested in hearing it, meet at the Southeast corner of the yard during rec time."

"You're gonna be waiting there a long time if you expect me to come," Chameleon said, still not looking at the men outside his cell.

"Might not be as long as you think," Stane said. "Would you come if I told you I have a way to get that bracelet off your arm, as well as a plan to help you get revenge on the person who put you in here?"

At that, Chameleon turned his head, eyes narrowing as he stared at Zeke. "Those are some big promises," he said quietly, in almost a threatening tone. "You'd better not make promises you can't keep."

"If you show up today during rec time, I'll explain how I intend to keep those promises, but you have to show up," Stane said. Without waiting for an answer, Ezekiel motioned for Schultz to follow him as he walked away.

"You're not even gonna wait and see what he has to say?" Schultz asked.

"Better to leave now and keep him hanging. That way, there's more of a chance he'll show up, because he's going to be curious about what my plan is. All of them are curious," Stane explained quietly, since they were still in earshot of the thief. "Trust me."

Trusting the kid was the last thing Schultz wanted to do, but Stane had promised him the same thing he had just promised the other prisoners: Revenge on the Spider. While Schultz knew some of his partner's plan, the young Stane had kept one piece of information private to ensure that he could keep the interest of Schultz, which just happened to be the name of Spider-Man. Schultz was slightly doubtful that Ezekiel actually even knew the identity of the superhero, but he stuck around anyway, just in case.

There was only one person Stane and Schultz weren't able to talk to who was critical to the plan, but Stane was positive that Otto Octavius would be all for the idea.

The mad scientist wasn't let out of his cell with the rest of the prisoners. When he was let out, he was surrounded by at least a dozen guards, each armed with handheld EMP bombs, just in case Doc Ock tried to use his mechanical arms to get away. He was as solitaire as solitaire could get. Stane knew he would have to talk to the doctor, but doing that was going to be slightly difficult because no one besides guards were allowed anywhere near the man's cell. Zeke knew that there was a large possibility that Octavius wouldn't even know about the plan until it was already in motion, but he had every faith that the scientist was mad enough at the superhero to go along with anything that gave him the chance for revenge.

Chameleon and Doc Ock were especially kept separate from each other, because if Octavius had the EMP bombs used on his metal arms, while they might incapacitate the doctor, it would also take out the bracelet that prohibited Chameleon from changing shape and form, so the guards were under orders to keep the two of them away from each other.

Rec time finally arrived, and people began trickling out into the yard. Stane and Schultz waited by the designated meeting point, and after a few moments, Schultz spotted Quentin Beck coming their way first.

"Okay, you got me here," Beck said, sounding less than thrilled. "What's this great revenge plan about, then?" he asked as he came to a stop.

"Hold on," Stane replied. "We're still waiting for a few more people."

Beck didn't seem like he wanted to wait for much longer, so when Stane spotted the Rhino making his way towards them as well, with Chameleon following behind, he felt a sense of relief.

"Okay, we are here, just like you say," Rhino said as he approached and looked around at everyone. "Why do you want to talk to us?"

"Gentlemen," Stane began. "I believe there is one person we all have in common here: Spider-Man. What would you say if I told you that I have a way to get revenge on the arachnid, as well as getting us out of here?"

"I'd say you've already used that schtick to get me here," Beck said as he folded his arms. The others nodded, and Stane held up his hands.

"You're right," he conceded. "You already know that's my promise."

"Promise?" Chameleon said incredulously. "That's a heck of a lot you're promising, with very little explanation or evidence to back it up."

"That's what I thought at first," Schultz said. "Just listen to what the man has to say."

The other three looked skeptical, but they didn't protest, so Stane continued speaking. "It's going to take a little bit of time, but I believe that the plan will work," Stane said.

"Are you going to tell us what this plan is?" Chameleon asked, looking like he was ready to turn and walk away.

Glancing at the clock on the wall in the courtyard, Stane saw that they only had a few minutes left of rec time, so he explained a very brief version of the plan, laying out as many details as he could. When he was done, he looked at the small group around him expectantly. "What do you say?" he asked. "Do you want to help me help you get revenge on Spider-Man?"

Chameleon, Beck, and Rhino looked at each other for a minute before turning their attention back at Stane and Schultz.

"If you can really come through on your promises, I'm in," Beck finally agreed.

"I am in," Rhino added. "Spider-Man and I have some...business."

"All of us have a beef with Spider-Man," Chameleon replied almost condescendingly as he glanced at the Russian. He looked up at Stane after pondering for another moment. "I'm in."

Stane's eyes glinted in triumph as he looked at his new team. "Well then, we'd best get started. There's work to be done before we can get our revenge."

 _ **Like I said, this chapter felt a little weird to me, but what did you guys think?**_

 _ **Still interested in reading the sequel to The Friend of My Enemy is Also My Enemy?**_


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